This timely new treatise examines all aspects of corporate governance. It addresses the major policies embodied in legislation, case law, state and federal regulations, stock market listing requirements, and best practices guidelines concerning the rights of shareholders and the obligations of the managers and directors who run and oversee companies on their behalf.
This comprehensive and accessible resource offers authoritative analysis and insightful, practical guidance on every critical corporate governance topic. Coverage includes:
· An overview of the history and sources of corporate governance, as well as a discussion of current and future trends;
· Discussion of shareholders' rights and developments relating to shareholder proposals and access to company proxy materials;
· An overview of the legal duties and responsibilities of the board, including the business judgment rule, and discussion of board structure and specific board processes;
· Concise yet thorough discussion on limiting director and officer liability through expert analysis of indemnification, D&O insurance, and exculpation under the Delaware General Corporation Law;
· Expert advice on developing and disclosing required corporate governance guidelines, including sample guidelines and a comprehensive chart comparing United States company guidelines with codes of best practices;
· A separate chapter devoted to each of the nominating/corporate governance, audit and compensation committees, covering composition and procedural requirements and including a sample charter for each;
· Discussion of governance issues in the corporate control context, with explication of the enhanced scrutiny applied by courts in such contexts, and practical guidance on appropriate preparatory actions and responses to takeover proposals and going private and hostile tender offers;
· A separate chapter on special board committees, focusing on the purpose, membership criteria and requirements of both special negotiating and special litigation committees;
· An informative discussion of the importance of the corporate code of conduct as a lynchpin of a company's compliance efforts, including in-depth review of the legal and regulatory background; discussion of the Federal Sentencing Guidelines for Organizations compliance standards; Sarbanes-Oxley Act, SEC and SRO code of conduct requirements; and practical advice on creating, implementing and monitoring the code with references throughout to the model code included in the chapter appendices;
· An insightful discussion of the roles and responsibilities of the major non-board participants in corporate governance: the CEO; the CFO, the Head of the Internal Audit; the Corporate Secretary; the Chief Governance Officer; the Chief Compliance Officer; the General Counsel and the Independent Public Accountants. Related topics include requirements for the NYSE and Sarbanes-Oxley Sections 302 and 906 CEO and CFO certifications; the SEC attorney conduct rules; the ABA Model Rules of Professional Conduct; and the role of the Public Company Accounting Oversight Board;
· Comprehensive coverage of corporate governance aspects of executive compensation. In addition to expert analysis and practical advice, the treatise includes numerous chapter and treatise appendices for quick reference, including sample charters, sample forms, NYSE and NASDAQ corporate governance listing standards, selected federal securities statutes and regulations, and best practices reports and guidance from influential private sector groups.
